Subsequent Events

12 Months Ended

Dec. 31, 2025

Subsequent Events [Abstract]

Subsequent Events

Note 18 – Subsequent Events

Management has evaluated events and transactions subsequent to the balance sheet date through the date of this report (the day the financial statements were available to be issued) for potential recognition or disclosure in the financial statements. Management has not identified any items requiring recognition or disclosure.

On January 6, 2026, the Company issued a press release announcing a private placement and strategic asset sale to support continued candy operations and future growth, while assessing other strategic alternatives, including potential partnerships, acquisitions, or additional corporate transactions, with the goal of strengthening its financial position and creating long-term stockholder value. Further the press release announced the previously disclosed leadership transition with (i) Claudia Goldfarb stepping down as Chief Executive Officer while remaining with the Company as Chief Operating Officer and a member of the Company’s board of directors (ii) members of the Board Chris Ludeman and Joe Mueller resigning from the Board in connection with the private placement and strategic asset sale, (iii) David Lazar being appointed Chief Executive Officer and elected to the Board, serving as the Board’s Chairman and (iv) David Natan being elected to the Board and serving as Audit Committee Chairman following Mr. Ludeman’s resignation.

On January 15, 2026 the Company issued an aggregate 277,776 shares of common stock amongst two non-employee Directors for annual services to be rendered. The aggregate fair value of the common stock was $100,000, based on the closing price of the Company’s common stock on the December 29, 2025. The shares were expensed upon issuance.

On February 12, 2026 the Company issued an aggregate 827,095 shares of common stock to Claudia and Ira Goldfarb upon the conversion of $289,483 of their Convertible Notes, at a conversion prices of $0.35 per share.

On February 18, 2026, the Company amended the previously disclosed Securities Purchase Agreement (the "Amendment”) by and between the Corporation and David Lazar (the "Purchaser”) (the "Securities Purchase Agreement”), dated as of December 31, 2025, pursuant to which the Corporation agreed to, among other things and subject to approval of the stockholders of the Corporation, sell and issue to the Purchaser or a permitted designee(s) or transferee(s) 1,500,000 Series AAA preferred shares of the Corporation (the "Series AAA Preferred Stock”), convertible into 375,000,000 shares of Common Stock, pursuant to a Certificate of Designation (the "Old CoD”) in the form of Exhibit B to the Securities Purchase Agreement. The Amendment replaces the Old CoD with a new Certificate of Designation (the "New CoD”), pursuant to which the Series AAA Preferred Stock would be redeemable by the Company at price of $200.00 per share of Series AAA Preferred Stock, plus any declared but unpaid dividends, and is subject to certain conversion limitations.

The Amendment to the Securities Purchase Agreement is filed herewith as Exhibit 10.1 and the description above is qualified in its entirety by the text of the Amendment.

On February 13, 2026, the Board appointed Yisroel Goldberg as Chief Commercial Officer, effective immediately.

On February 13, 2026, the Board approved an amendment to the Company’s by-laws (the "By-Laws Amendment”) to permit the removal of any director or the entire Board with or without cause by a majority of the voting power of the Company’s capital stock, in line with Section 141(k) of the Delaware General Corporation Law. The amendment is reflected in the Amended and Restated Bylaws of the Company, which became effective on February 18, 2026 ("Amended and Restated Bylaws”).

On February 23, 2026, the Company filed Form 14-C to provide notice and information to the holders of shares of common stock, par value $0.001 per share of the Company, in connection with actions taken by the holders of a majority of the issued and outstanding Common Stock (the "Majority Stockholders”), which actions were approved by written consent on February 12, 2026 (the "Stockholder Consent”) to:


	(i)	approve the issuance of shares of Common Stock upon conversion of our Series AA Convertible Non-Redeemable Preferred Stock, par value $0.001 per share (the "Series AA Preferred Stock”) and Series AAA Convertible Redeemable Preferred Stock, par value $0.001 per share (the "Series AAA Preferred Stock” and, together with the Series AA Preferred Stock, the "Preferred Stock”) in accordance with Nasdaq Listing Rules 5635(b) and 5635(d);


	(ii)	approve an amendment to our Amended and Restated Certificate of Incorporation of the Corporation (the "Certificate of Incorporation”) to increase the number of authorized shares of Common Stock to 1,000,000,000;


	(iii)	approve a reverse stock split in the range of 1 for 2 to 1 for 99 (the "Reverse Stock Split”); and


	(iv)	approve amendments to the 2024 Stock Incentive Plan ("2024 Plan”) to, among other items, increase the shares authorized for issuance under the 2024 Plan to 10,000,000 shares.

On March, 30, 2026, the Company filed a Certificate of Amendment of the Certificate of Incorporation of Sow Good Inc. with the Secretary of State of the State of Delaware, amending the Certificate of Incorporation to increase the authorized number of shares of Common Stock to 1,000,000,000.